HomeMy WebLinkAboutGE23-04 Thompson Welding dba Trinity RecyclingAGREEMENT FOR PROCUREMENT AND INSTALLATION SERVICES BETWEEN GOLDEN EAGLE ELDERLY HOUSING CORPORATION AND THOMPSON WELDING, LLC D/B/A TRINITY RECYCLING THIS AGREEMENT (“Agreement”) is effective as of the ___________________ by and between Thompson Welding, LLC, a Colorado limited liability company D/B/A Trinity Recycling (hereinafter “Contractor”) and Golden Eagle Elderly Housing Corporation, a Colorado non-profit corporation (hereinafter “Golden Eagle”). RECITALS WHEREAS, Golden Eagle desires fabrication and replacement of the safety grab rail going to Building E in front of Unit 18 which is deteriorating and needs to be replaced for safety reasons (the “Project”) at the Golden Eagle Elderly Apartments located at 700 Broadway, Eagle, CO 81631 (the “Property”); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and installation services as set forth below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and Golden Eagle in connection with the procurement of equipment, materials and services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and Golden Eagle agree as follows: 1. Services or Work. Contractor agrees to procure the materials, equipment and/or products (“Equipment”) necessary for the Project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the procurement and installation services described in Exhibit A (“Services” or “Work”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services no later than June 30th, 2023, and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c. Golden Eagle shall have the right to inspect all Equipment. Inspection and acceptance shall not be unreasonably delayed or refused. In the event Golden Eagle does not accept the Equipment for any reason in its sole discretion, then Contractor shall upon Golden Eagle’s request and at no charge to Golden Eagle: i. take the Equipment back; ii. exchange the Equipment; or iii. repair the Equipment. DocuSign Envelope ID: 07C02433-0366-40B5-B176-84C3EB5E2D15 6/2/2023 2 Golden Eagle Procurement and Installation Final 7/6/2022 2. Golden Eagle’s Representative. The On-Site Maintenance Technician, Josh Wolf, the designee for the Eagle County Housing Department shall be Contractor’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through the 30th day of June, 2023. 4. Extension or Modification. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by Golden Eagle for such additional services in accordance with Golden Eagle’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that Golden Eagle has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by Golden Eagle for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. Golden Eagle shall compensate Contractor for the Equipment and performance of the Services in a sum computed and payable as set forth in Exhibit A. The Equipment and performance of the Services under this Agreement shall not exceed $6,825.00. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by Golden Eagle. a. Payment will be made for Equipment and Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as Golden Eagle may request. b. If, at any time during the term or after termination or expiration of this Agreement, Golden Eagle reasonably determines that any payment made by Golden Eagle to Contractor was improper because the Equipment or Services for which payment was made were not provided or performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from Golden Eagle, Contractor shall forthwith return such payment(s) to Golden Eagle. Upon termination or expiration of this Agreement, unexpended funds advanced by Golden Eagle, if any, shall forthwith be returned to Golden Eagle. c. Golden Eagle will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 6. Subcontractors. Contractor acknowledges that Golden Eagle has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without Golden Eagle’s prior written consent, which may be withheld in Golden Eagle’s sole discretion. Golden Eagle shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom Golden Eagle has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by Golden Eagle and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes DocuSign Envelope ID: 07C02433-0366-40B5-B176-84C3EB5E2D15 3 Golden Eagle Procurement and Installation Final 7/6/2022 toward Golden Eagle. Golden Eagle shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Golden Eagle, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to Golden Eagle separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that Golden Eagle is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to Golden Eagle, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. v. Contractor is not entitled to workers’ compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless Golden Eagle, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which Golden Eagle may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse Golden Eagle for reasonable attorney fees and costs, legal and other expenses incurred by DocuSign Envelope ID: 07C02433-0366-40B5-B176-84C3EB5E2D15 4 Golden Eagle Procurement and Installation Final 7/6/2022 Golden Eagle in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against Golden Eagle to the extent that Golden Eagle is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of Golden Eagle and are to be delivered to Golden Eagle before final payment is made to Contractor or upon earlier termination of this Agreement. Further, Contractor shall execute any bill of sale or other documents required by Golden Eagle to transfer title of the Equipment to Golden Eagle. Contractor shall provide copies of any instruction or operations or care manuals and shall further provide copies of any manufacturers warranties associated with the Equipment. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. GOLDEN EAGLE: Attention:Kim Williams 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8773 E-mail: kim.williams@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-mail: atty@eaglecounty.us CONTRACTOR: Thompson Welding, LLC D/B/A Trinity Recycling Attn: Travis Ross 585 Lindbergh Drive Gypsum, CO 81637 Mailing: PO Box 687, Eagle, CO 81631 Telephone: 970-328-5051 Cellular: 970-331-2154 E-mail: travis@trinityrecycle.com 11. Termination. Golden Eagle may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the DocuSign Envelope ID: 07C02433-0366-40B5-B176-84C3EB5E2D15 5 Golden Eagle Procurement and Installation Final 7/6/2022 Contractor. Upon termination of this Agreement, Contractor shall immediately provide Golden Eagle with all documents as defined in paragraph 9 hereof, in such format as Golden Eagle shall direct and shall return all Golden Eagle owned materials and documents. Golden Eagle shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the intended purpose and use of the Equipment, nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. c. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given Golden Eagle written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that Golden Eagle has accepted or approved the Equipment and/or Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. Contractor hereby represents and warrants that the Equipment will be new and will perform the Services in a good and workmanlike manner and guarantees all Work against defects in materials or workmanship for a period of one (1) year from the date the Work is accepted by Golden Eagle, or such longer period as may be provided by the law or as otherwise agreed to by the parties. DocuSign Envelope ID: 07C02433-0366-40B5-B176-84C3EB5E2D15 6 Golden Eagle Procurement and Installation Final 7/6/2022 g. All guarantees and warranties of Equipment furnished to Contractor or any subcontractor by any manufacturer or supplier are for the benefit of Golden Eagle. If any manufacturer or supplier of any Equipment furnishes a guarantee or warrantee for a period longer than one (1) year, then Contractor’s guarantee or warrantee shall extend for a like period as to such Equipment. h. Contractor warrants that title to all Work and Equipment shall pass to Golden Eagle either by incorporation into the Property or upon receipt by Contractor of payment from Golden Eagle (whichever occurs first) free and clear of all liens, claims, security interests or encumbrances. Contractor further warrants that Contractor (or any other person performing Work) purchased all Equipment free and clear of all liens, claims, security interests or encumbrances. Notwithstanding the foregoing, Contractor assumes all risk of loss with respect to the Equipment until the Equipment is installed and Golden Eagle has inspected and approved the same. i. Within a reasonable time after receipt of written notice, Contractor shall correct at its own expense, without cost to Golden Eagle, and without interruption to Golden Eagle: i. Any defects in materials or workmanship which existed prior to or during the period of any guarantee or warranty provided in this Agreement; and ii. Any damage to any other Work or property caused by such defects or the repairing of such defects. j. Guarantees and warranties shall not be construed to modify or limit any rights or actions Golden Eagle may otherwise have against Contractor in law or in equity. k. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. l. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of Golden Eagle. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between Golden Eagle and Contractor except that of independent contractor. Contractor shall have no authority to bind Golden Eagle. m. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. n. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. o. Contractor shall not assign any portion of this Agreement without the prior written consent of the Golden Eagle. Any attempt to assign this Agreement without such consent shall be void. p. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. q. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. DocuSign Envelope ID: 07C02433-0366-40B5-B176-84C3EB5E2D15 7 Golden Eagle Procurement and Installation Final 7/6/2022 r. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. s. The signatories to this Agreement aver to their knowledge, no employee of Golden Eagle has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. [Rest of page intentionally left blank] DocuSign Envelope ID: 07C02433-0366-40B5-B176-84C3EB5E2D15 8 Golden Eagle Procurement and Installation Final 7/6/2022 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. GOLDEN EAGLE: GOLDEN EAGLE ELDERLY HOUSING CORPORATION, a Colorado nonprofit corporation By: _____________________________ Kimberly Bell Williams, Secretary CONTRACTOR: THOMPSON WELDING, LLC, a Colorado limited liability company D/B/A Trinity Recycling By:________________________________ Print Name:_________________________ Title: ______________________________ DocuSign Envelope ID: 07C02433-0366-40B5-B176-84C3EB5E2D15 Travis Ross Thompson Welding Manager 9 Golden Eagle Procurement and Installation Final 7/6/2022 EXHIBIT A SCOPE OF SERVICES, EQUIPMENT, SCHEDULE, FEES DocuSign Envelope ID: 07C02433-0366-40B5-B176-84C3EB5E2D15 DocuSign Envelope ID: 07C02433-0366-40B5-B176-84C3EB5E2D15 10 Golden Eagle Procurement and Installation Final 7/6/2022 EXHIBIT B INSURANCE CERTIFICATES DocuSign Envelope ID: 07C02433-0366-40B5-B176-84C3EB5E2D15 INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE American Select Insurance 5/09/2023 Althans Insurance Agency, Inc. 543 East Washington Street P.O. Box 570 Chagrin Falls, OH 44022 Vickie Epling 440 247-6422 440 247-2394 clcerts@althans.com Thompson Welding LLC dba Trinity Recycling P.O. Box 687 Eagle, CO 81631 19992 A X X X PD Ded:$1,000 X X TRA014730J 12/31/2022 12/31/2023 1,000,000 500,000 1,000 1,000,000 2,000,000 2,000,000 A X X X TRA014730J 12/31/2022 12/31/2023 1,000,000 A X X X 0 TRA014730J 12/31/2022 12/31/2023 3,000,000 3,000,000 Golden Eagle Elderly Housing is named as an additional insured for General Liability when required by written contract with the named insured. Golden Eagle Elderly Housing 700 Broadway St. Eagle, CO 81631 1 of 1 #S911826/M894012 THOMPSON10Client#: 35916 MNA DocuSign Envelope ID: 07C02433-0366-40B5-B176-84C3EB5E2D15